Estimated Closing Schedule definition
Examples of Estimated Closing Schedule in a sentence
The Seller will provide reasonable documentation detailing the calculations and other information required to be included in the Estimated Closing Schedule and its components, together with such additional information as the Buyer may reasonably request.
The Seller Representative and the Seller will prepare the Estimated Working Capital Amount and the Estimated Indebtedness Amount in accordance with this Section 2.7, Exhibits B and C and the methodologies (including with respect to application of GAAP, classification and estimation) used in the preparation of the Interim Balance Sheet, and deliver the Estimated Closing Schedule accompanied by a certification to such effect from the Seller Representative and an executive officer or director of the Seller.
In connection with Buyer’s review of the Estimated Closing Schedule, Seller shall, and shall cause the Company to, provide to Buyer and its representatives reasonable access during normal business hours of the Company to records, work papers, documents, employees and accountants of the Company, as Buyer may reasonably request, and shall cause the employees of Seller and the Company to cooperate in all reasonable respects with Buyer and its representatives in connection with such review.
Buyer and its representatives shall be given reasonable access to all of Seller’s Books and Records relating to the Estimated Closing Schedule.
Sellers and Buyers shall make readily available to the Independent Accounting Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Estimated Closing Schedule and Dispute Notice and all other items reasonably requested by the Independent Accounting Firm in connection therewith.
To the extent there is any inconsistency between GAAP and the Schedule of Agreed Exceptions, the Schedule of Agreed Exceptions shall take precedence over GAAP as the basis on which the Estimated Closing Schedule is prepared.
The Estimated Closing Schedule shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”), applied consistently with the methodology used to prepare the Balance Sheet (as defined below) (such methodology, the “Company Accounting Methodology”), and the definitions of Working Capital, Merchandise Cost and Merchandise, except to the extent set forth on Schedule 1.3(b) (the “Schedule of Agreed Exceptions”).
As of the Closing, there shall be no Seller Transaction Expenses other than as set forth on the Estimated Closing Schedule.
Notwithstanding anything to the contrary contained herein, in no event shall Buyer’s review of the Estimated Closing Schedule, any revision thereof by Seller or any dispute with respect thereto delay the date by which the Closing is required to have occurred pursuant to Section 2.3 disregarding any review or revision of, or dispute with respect to, the Estimated Closing Schedule.
To the extent there is any inconsistency between the Schedule of Agreed Exceptions and the Company Accounting Methodology, the Schedule of Agreed Exceptions shall take precedence over the Company Accounting Methodology as the basis on which the Estimated Closing Schedule is prepared.